CIC Association

Serving Community Enterprise

At the moment I am the sole director for both company limited by guarantee reg'd through companies house and the CIC. In order to go for funding I need to add 2 unrelated directors to the board of directors. Can someone tell me if I need to add the 2 directors to the company ltd by guarantee and the CIC or can I get away with doing something else?

I have identified 2 directors but don't know which is the safest and easiest way of moving things forward without losing control of the business.

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Comment by Phillip Horrell on October 16, 2014 at 14:30

Hi Vicki i would recommend you go back to the funders to establish their exact funding requirements but it is unlikely that they will be happy with ordinary members being given "honorary titles".  Most like to see 3 directors registered at Companies House.  Losing contol is a huge concern to CICs and you may want to give the new directors the role of Non Executive directors with limited influencing rights re voting etc.  There is no legal distinction between executive directors and non-exectutive directors (the definition under the Companies Act 2006 defines a director as including any person occupying the position of director, by whatever name called). Non exective directors usually stand back from the day to day running of the business but can be called on to help as required with strategic decision making.  The role carries responsibility however and the non-executive director will have to ensure that the CIC operates in accord with company law and CIC legislation because if things go wrong they may be held equally liable for any consequences with Executive Directors. Hope this helps, feel free to drop us a line at the CIC Office anytime at



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